-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-03-008246.txt : 20030912
<SEC-HEADER>0000950152-03-008246.hdr.sgml : 20030912
<ACCEPTANCE-DATETIME>20030912172951
ACCESSION NUMBER:		0000950152-03-008246
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030912
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20030912

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TIMKEN CO
		CENTRAL INDEX KEY:			0000098362
		STANDARD INDUSTRIAL CLASSIFICATION:	BALL & ROLLER BEARINGS [3562]
		IRS NUMBER:				340577130
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-01169
		FILM NUMBER:		03894580

	BUSINESS ADDRESS:	
		STREET 1:		1835 DUEBER AVE SW
		CITY:			CANTON
		STATE:			OH
		ZIP:			44706-2798
		BUSINESS PHONE:		3304713078

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TIMKEN ROLLER BEARING CO
		DATE OF NAME CHANGE:	19710304
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l03034ae8vk.txt
<DESCRIPTION>THE TIMKEN COMPANY
<TEXT>
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported): SEPTEMBER 12, 2003
                                                        -------------------

                               THE TIMKEN COMPANY
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                      OHIO
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


               1-1169                                  34-0577130
- ------------------------------------- ------------------------------------------
      (Commission File Number)             (I.R.S. Employer Identification No.)



                1835 DUEBER AVENUE, S.W., CANTON, OHIO 44706-2798
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (330) 438-3000
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)





<PAGE>
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

On February 18, 2003, The Timken Company ("Timken") completed the acquisition of
the Engineered Solutions business ("Engineered Solutions" or "Torrington") of
Ingersoll-Rand Company Limited ("IR"). Under the terms of the definitive Stock
and Asset Purchase Agreement, dated as of October 16, 2002, as amended as of
February 18, 2003, by and between Timken, on behalf of itself and certain of its
subsidiaries, and IR, on behalf of itself and certain of its subsidiaries (the
"Purchase Agreement"), Timken acquired certain IR subsidiaries, including The
Torrington Company, joint venture interests and other assets, including real
property, manufacturing facilities and related machinery and equipment used in
the Engineered Solutions business, effective as of February 16, 2003 (the
"Acquisition"). Pursuant to the Purchase Agreement, Timken paid IR cash
consideration of $700 million, which is subject to post-closing purchase price
adjustments, and issued approximately $140 million of Timken's common stock to
Ingersoll-Rand Company, a subsidiary of IR.

Attached as an exhibit are unaudited pro-forma financial information for the six
months ended June 30, 2003, and for the year ended December 31, 2002.

The unaudited pro forma financial statements have been prepared to assist in the
analysis of the financial effects of Timken's acquisition of the Engineered
Solutions business. The following unaudited pro forma financial statements are
based on Timken's historical consolidated financial statements and the
historical combined financial statements of Engineered Solutions as of and for
the year ended December 31, 2002, and the period from January 1, 2003 to
February 15, 2003. The historical financial statements of Timken and Engineered
Solutions have been prepared in accordance with accounting principles generally
accepted in the United States. The unaudited pro forma financial statements
should be read in conjunction with Timken's audited consolidated financial
statements and notes included in Timken's Annual Report on Form 10-K for the
year ended December 31, 2002, the consolidated condensed unaudited financial
statements and notes included in Timken's Quarterly Report on Form 10-Q for the
six months ended June 30, 2003, and the combined financial statements of
Engineered Solutions as of and for the year ended December 31, 2002. The
unaudited pro forma statements of operations give effect to the Acquisition as
if it had occurred at the beginning of the relevant period presented, after
giving effect to certain adjustments, including intercompany sales, the
amortization of intangible assets, interest expense on acquisition debt,
depreciation of fixed assets, employee benefits and income tax effects.
Unaudited pro forma earnings for each quarter presented include higher than
normal cost of products sold, resulting from the one-time write-up of acquired
inventories required by the purchase accounting rules. This charge decreased
earnings per share by approximately $0.05 for both the six months ended June 30,
2003, for the year ended December 31, 2002, based on the preliminary asset
valuation. The unaudited pro forma financial statements reflect pro forma
adjustments that are described in the accompanying notes and are based on
available information and certain assumptions Timken believes are reasonable,
but are subject to change. The unaudited pro forma financial statements
presented below do not reflect any anticipated operating efficiencies or cost
savings from the integration of Engineered Solutions into Timken's business.
Timken has made, in its opinion, all adjustments that are necessary to present
fairly the pro forma information. The unaudited pro forma financial


                                       2
<PAGE>

statements do not purport to represent what Timken's actual results of
operations or financial position would have been if the Acquisition and related
transactions had occurred on such dates or to project Timken's results of
operations or financial position for any future period.

         Exhibits.
         --------

             99.1   Unaudited Pro Forma Financial Information for the six months
                    ended June 30, 2003 and for the year ended December 31,
                    2002.



                                       3
<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  THE TIMKEN COMPANY


                                  By:   /s/ William R. Burkhart
                                       -----------------------------------------
                                       William R. Burkhart
                                       Senior Vice President and General Counsel

Date:  September 12, 2003




                                       4
<PAGE>



                                  EXHIBIT INDEX

Exhibit Number    Description of Document
- --------------    -----------------------
   99.1           Unaudited Pro Forma Financial Information for the six months
                  ended June 30, 2003 and for the year ended December 31, 2002.














                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>l03034aexv99w1.txt
<DESCRIPTION>EX-99.1 UNAUDITED PRO FORMA FINANCIAL INFO
<TEXT>
<PAGE>
                                                                    Exhibit 99.1

                   Unaudited Pro Forma Statement of Operations
                     For the Six Months Ended June 30, 2003
             (In thousands of U.S. dollars, except per share data)


<TABLE>
<CAPTION>
                                                   The Timken
                                                     Company       Torrington      Pro Forma
                                                   Historical      Historical*     Adjustments       Pro Forma
                                                  ------------    ------------    ------------     ------------

<S>                                               <C>             <C>             <C>              <C>
Net sales                                         $  1,828,260    $    152,688    $    (1,445) (a) $  1,979,503

Cost of products sold                                1,539,925         140,481              71 (b)    1,680,477
                                                  ------------    ------------    ------------     ------------
Gross profit                                           288,335          12,207          (1,516)         299,026

Selling, administrative and general expenses           240,468          16,555              18     $    257,041
Impairment and restructuring charges                       853               -               - (c)          853
                                                  ------------    ------------    ------------     ------------
Operating income (loss)                                 47,014          (4,348)         (1,534)          41,132

Interest expense                                       (23,275)         (1,589)           (748)(d)      (25,612)
Interest income                                            418               -               -              418
Other income (expense)                                   1,276             (13)              -            1,263
                                                  ------------    ------------    ------------     ------------
Income (loss) before income taxes                       25,433          (5,950)         (2,282)          17,201

Provision for income taxes                              10,173            (468)           (912)(f)        8,793
                                                  ------------    ------------    ------------     ------------
Net income (loss)                                 $     15,260    $     (5,482)   $     (1,370)    $      8,408
                                                  ============    ============    ============     ============

Earnings per share                                $       0.19                                      $       0.11
Earnings per share - assuming dilution            $       0.19                                      $       0.11

 Average shares outstanding                         79,198,167                                        79,198,167

 Average shares outstanding - assuming dilution     79,402,600                                        79,402,600
</TABLE>



*    The Torrington Statement of Operations is for the period from January 1,
     2003 to February 15, 2003.


<PAGE>
                   Unaudited Pro Forma Statement of Operations
                      For the Year Ended December 31, 2002
             (In thousands of U.S. dollars, except per share data)

<TABLE>
<CAPTION>
                                                     The Timken
                                                       Company    Torrington                        Pro Forma
                                                     Historical   Historical    Reclassifications*  Adjustments      Pro Forma
                                                     ----------   ----------    ------------------  -----------      ---------

<S>                                                 <C>          <C>                  <C>            <C>             <C>
Net sales                                           $ 2,550,075  $ 1,215,952          $        -     $ (9,375) (a)   $ 3,756,652

Cost of products sold                                 2,080,498      979,350              35,300        (6,974)(b)     3,088,174
                                                    -----------  -----------          ----------     ---------          --------
Gross profit                                            469,577      236,602             (35,300)       (2,401)          668,478

Selling, administrative and general expenses            358,866      123,448 **                -        (1,385)(c)       480,929
Impairment and restructuring charges                     32,143        3,040                   -             -            35,183
                                                    -----------  -----------          ----------     ---------          --------
Operating (loss) income                                  78,568      110,114             (35,300)       (1,016)          152,366

Interest expense                                        (31,540)     (16,439)                  -        (6,374)(d)       (54,353)
Interest income                                           1,676            -                   -             -             1,676
Receipt of US Continuous Dumping and Subsidy
     Offset Act payment                                  50,202            -              68,130       (68,130)(e)        50,202
Other income (expense)                                  (13,388)      37,488             (32,830)            -            (8,730)
                                                    -----------  -----------          ----------     ---------          --------
Income before income taxes and cumulative effect
  of change in accounting principle                      85,518      131,163                   -       (75,520)          141,161

Provision for income taxes                               34,067       53,708                   -       (30,292)(f)        57,483
                                                    -----------  -----------          ----------     ---------          --------
Income before cumulative effect of change in
  accounting principle                              $    51,451  $    77,455          $        -     $ (45,228)         $ 83,678
                                                    ===========  ===========          ==========     =========          ========

Before cumulative effect of change in accounting
  principle:

Earnings per share                                  $      0.84                                                      $      1.01
Earnings per share - assuming dilution              $      0.83                                                      $      1.00

 Average shares outstanding                          61,128,005                                                       61,128,005
 Shares issued to Ingersoll-Rand                              -                                      9,395,973         9,395,973
 Shares issued to public                                      -                                     12,650,000        12,650,000
                                                   ------------                                   ------------       -----------
                                                     61,128,005                                     22,045,973        83,173,978 (g)
                                                   ============                                   ============       ===========

 Average shares outstanding - assuming dilution      61,635,339                                              -        61,635,339
 Shares issued to Ingersoll-Rand                              -                                      9,395,973         9,395,973
 Shares issued to public                                      -                                     12,650,000        12,650,000
                                                   ------------                                   ------------       -----------
                                                     61,635,339                                     22,045,973        83,681,312 (g)
                                                   ============                                   ============       ===========
</TABLE>

*    Certain amounts related to Torrington have been reclassified to conform
     with Timken's presentation.

**   Amount includes $21.7 million for the year ended December 31, 2002 of
     allocated Ingersoll-Rand costs for srvices provided to Torrington.
<PAGE>

              Notes to Unaudited Pro Forma Statement of Operations


(a)  Reflects the elimination of sales by Timken to Torrington.

(b)  Reflects the following:
<TABLE>
<CAPTION>
                                                                                                  Jun. 30, 2003     Dec. 31, 2002
                                                                                                  -------------     -------------

<S>                                                                                                    <C>               <C>
     i)   Elimination of cost of products sold by Timken to Torrington.                                $ (1,173)         $ (8,166)
     ii)  Adjustment to reduce depreciation expense for property, plant and
          equipment purchased in the acquisition, based on a composite useful
          life of 12 years.                                                                                (862)          (13,366)
     iii) Adjustment to recognize additional pension expense.                                             1,775             6,282
     iv)  Expense associated with the write-up of acquired inventory based on
          the preliminary asset valuation.                                                                    -             6,254
     v)   Amortization of acquired identifiable intangible assets based on the
          preliminary asset valuation and related useful lives.                                           1,100             6,600
     vi)  Elimination of periodic postretirement benefits costs related to
          retirees not assumed by Timken in the acquisition and adjustment to
          increase postretirement benefits costs related to active employees
          acquired based on Timken plan provisions.                                                        (769)           (4,578)
                                                                                                        -------          --------
                                                                                                        $    71          $ (6,974)
                                                                                                        =======          ========

<CAPTION>

(c)  Reflects the following:                                                                      Jun. 30, 2003     Dec. 31, 2002
                                                                                                  -------------     -------------
<S>                                                                                                     <C>             <C>
     i)   Adjustment to recognize additional pension expense.                                           $    17             $ 141


     ii)  Elimination of periodic postretirement benefits costs related to
          retirees not assumed by Timken in the acquisition and adjustment to
          increase postretirement benefits costs related to active employees
          acquired based on Timken plan provisions.                                                           1            (1,526)
                                                                                                        -------          --------
                                                                                                        $    18          $ (1,385)
                                                                                                        =======          ========
<CAPTION>


(d)  Reflects interest expense on the pro forma acquisition debt instruments, as follows:         Jun. 30, 2003     Dec. 31, 2002
                                                                                                  -------------     -------------
<S>                                                                                                     <C>             <C>
     i)   $250.0 million aggregate principal amount of unsecurred senior notes at 5.75%                 $(1,935)        $ (14,375)
     ii)  $186.1 million in borrowings under our new senior credit facility at 2.78%                       (663)           (5,173)
     iii) Commitment fee on $313.9 million of unused revolver at 0.375%                                    (164)           (1,177)
     iv)  $125.0 million in borrowings under our new accounts receivable facility at 1.80%                 (303)           (2,250)
     v)   Elimination of Torrington's interest expense                                                    2,213            16,439
     vi)  Eliminate of commercial paper interset expense at 1.80%                                           104               162
                                                                                                        -------          --------
                                                                                                        $  (748)         $ (6,374)
                                                                                                        =======          ========
</TABLE>

(e)  Reflects the elimination of receipts under the US Continuous Dumping and
     Subsidy Offset Act (the "Act"). Pursuant to the Agreement, all amounts
     received under the Act for 2002 were retained by Ingersoll-Rand. Eighty
     percent (80%) of any amounts received by Torrington under the Act for 2003
     and 2004 will be paid to Ingersoll-Rand.

(f)  Reflects the income tax effects of the pro forma adjustments, based on an
     effective tax rate of 40%.

(g)  Reflects Timken's average shares outstanding and average shares outstanding
     - assuming dilution, based on (i) 9,395,973 shares issued to Ingersoll-Rand
     and 12,650,000 shares issued to the public and (ii) a per share price of
     $14.90.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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